Vertex Pharmaceuticals Non-Employee Board Member Compensation Policy

Summary

This document outlines the compensation structure for non-employee members of the Vertex Pharmaceuticals Board of Directors. It details annual cash retainers for board service, additional fees for committee chairs and members, and compensation for the Lead Independent Director. It also describes equity grants awarded upon joining the board and annually thereafter, including vesting schedules for stock options and restricted stock. Non-employee directors may choose to defer their cash and restricted stock compensation into deferred stock units, which convert to common stock under certain conditions.

EX-10.42 9 vrtx10k_2015-exhibit1042.htm EXHIBIT 10.42 Exhibit

Exhibit 10.42



Vertex Pharmaceuticals Non-Employee Board Compensation

Annual Retainer		$85,000

Committee Chair Compensation
	Audit & Finance Committee Chair	$30,000 annual retainer
	Management Development & Compensation Committee Chair	$25,000 annual retainer
	Corporate Governance & Nominating Committee Chair	$20,000 annual retainer
	Science & Technology Committee Chair	$20,000 annual retainer

Committee Membership Fee (Non Chairs)
	Audit & Finance Committee Member	$15,000 annual retainer
	Management Development & Compensation Committee Member	$10,000 annual retainer
	Corporate Governance & Nominating Committee Member	$10,000 annual retainer
	Science & Technology Committee Member	$10,000 annual retainer

Lead Independent Director Compensation		$40,000 annual retainer

Equity Grants
	Upon first election to the Board, a $550,000 value-based award, based on a 50/50 mix of restricted stock and options • Options vesting quarterly over four years • Restricted stock vesting annually over four years
	On June 1 on each year of service, a $550,000 value-based award, based on a 50/50 mix of restricted stock and options • Options are fully vested upon grant • Restricted shares cliff vest on the 1 year anniversary of the grant date

Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.